Form 4 for RYAN RYAN SPECIALTY HOLDINGS, INC.
Accepted 2022-07-25 00:00:00 ET · period of report 2022-07-22 · accession 0001209191-22-043144 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-07-25 | 2022-07-22 | RYAN | PASCHAL-ALCORN LISA JO | See Remarks | M - OptEx | — | +11.5K | 148.8K | +8% | — |
| D | 2022-07-25 | 2022-07-22 | RYAN | PASCHAL-ALCORN LISA JO | See Remarks | F - Tax | — | -3,379 | 145.4K | -2% | — |
| D | 2022-07-25 | 2022-07-22 | RYAN | PASCHAL-ALCORN LISA JO | See Remarks | F - Tax | $42.95 | -3,379 | 145.4K | -2% | -$145.1K |
| DM | 2022-07-25 | 2022-07-22 | RYAN | PASCHAL-ALCORN LISA JO | See Remarks | M - OptEx | $0.00 | 0 | 148.8K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B Common Stock | 2022-07-22 | M | A | 11,531 | — | 148,818 | D | — | — | (F1) Shares of Class B common stock, par value $0.001 per share, ("Class B Common Stock") do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class B Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Common Units ("Common Units") of New Ryan Specialty, LLC that are held by the Reporting Person and reported in Table II hereof, for an equal number of shares of Class A common stock, par value $0.001 ("Class A Common Stock") of the Issuer, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration. (F2) Class B Common Stock is issued on a one for one basis for each Common Unit issued to the Reporting Person upon vesting of the Reporting Person's Restricted LLC Units. |
| 2 | Common | Class B Common Stock | 2022-07-22 | F | D | 3,379 | — | 145,439 | D | — | — | (F1) Shares of Class B common stock, par value $0.001 per share, ("Class B Common Stock") do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class B Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Common Units ("Common Units") of New Ryan Specialty, LLC that are held by the Reporting Person and reported in Table II hereof, for an equal number of shares of Class A common stock, par value $0.001 ("Class A Common Stock") of the Issuer, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration. |
| 3 | Derivative | Common Units | 2022-07-22 | F | D | 3,379 | $42.95 | 145,439 | D | — · — to — | 3,379 Class A Common Stock | (F4) Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, LLC, as amended, the Reporting Person may exchange all or a portion of such person's Common Units (together with the delivery of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Common Stock). The Common Units do not expire. |
| 4 | Derivative | Restricted LLC Units | 2022-07-22 | M | D | 11,531 | $0.00 | 46,126 | D | — · — to — | 11,531 Class A Common Stock | (F3) On July 23, 2021, the Reporting Person was Granted 57,657 Restricted LLC Units which vest 20% on each of July 22, 2022 through July 22, 2026. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Each Restricted LLC Unit represents a contingent right to receive one Common Unit. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock, subject to customary adjustments. |
| 5 | Derivative | Common Units | 2022-07-22 | M | A | 11,531 | $0.00 | 148,818 | D | — · — to — | 11,531 Class A Common Stock | (F4) Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, LLC, as amended, the Reporting Person may exchange all or a portion of such person's Common Units (together with the delivery of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Common Stock). The Common Units do not expire. |